Trustco Group Holdings Limited has proposed issuing 9.5 million shares to seven independent non-executive directors (INEDs). The proposal to compensate the INEDs stems from them voluntarily implementing a 20% reduction in compensation, effective 1 April 2020, following the devastating financial impact of Covid-19. 

According to a Trustco statement, the reduction was implemented alongside the company’s proactive response to then unknown economic ramifications of the pandemic. At the time, this was part of a comprehensive strategy to bolster Trustco’s reserves. 

“The reduced compensation structure remained in effect through 2022, at which point a further organisational restructuring resulted in additional reductions. This revised compensation framework has remained constant to date. In acknowledgment of their ongoing commitment and financial concessions, Trustco proposes a one-time issuance of equity instruments to the INEDs,” Trustco stated.  

The proposed share allocation of
9 500 000 ordinary shares will be issued to Adv Raymond Heathcote SC, chairperson (3 million ordinary shares), Winton Geyser, audit and risk committee chairperson (2 million ordinary shares), Renier Taljaard (1.5 million ordinary shares), Janene van den Heever (1.5 million ordinary shares), and 500 000 ordinary shares for Tom Newton, Richard Chetwode and Stanley Similo. 

The Trustco statement further noted that the issuance price of the equity instruments will be determined based on the 30-day volume weighted average price (VWAP) and will be executed prior to any potential share consolidation events. The VWAP as of 6 August 2024 was N$0.3695, which is the issuance price of the equity instruments. 

“Our Independent Non-Executive Directors have demonstrated unwavering commitment to Trustco through various market cycles, exemplifying their exceptional professional acumen and conviction in the company’s long-term strategic objectives. Their proactive decision to reduce compensation during the height of the pandemic underscores their leadership qualities and dedication to stakeholder interests,” said Trustco CEO Quinton van Rooyen. 

The proposed specific issue of shares requires approval by ordinary resolution, necessitating by at least a 75% majority of votes cast in favour at a general meeting. 

Trustco noted that a circular detailing the specific share issuance, along with a notice convening the general meeting, will be distributed to shareholders in due
course.